Ganesh Benzoplast Ltd. (GANESHBENZ) - Auditors Report

Company auditors report

To

The Members Of Ganesh Benzoplast Limited

Report on the Financial statements

We have audited the accompanying financial statements of GANESH BENZOPLAST LIMITED (theCompany') which comprise the balance sheet as at March 31 2017 the statement of profitand loss and the cash flow statement for the year then ended and a summary of significantaccounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (the Act') with respect to the preparation andpresentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit in conducting our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's directors as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the company as at March31 2017 and its Profit and its cash flow for the year ended on that date.:

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2015 (the Order') issuedby the Central Government of India in terms of sub-section (11) of section 143 of the Actwe give in the "Annexure A" : a statement on the matters specified in theparagraph 3 and 4 of the Order to the extent applicable:

As required by Section 143 (3) of the Act we report that :

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) in our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of such books.

c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account.

d) In our opinionthe aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of theCompanies(Accounts) Rules 2014.

e) On the basis of the written representations received from the Directors as on 31stMarch 2017 taken on record by the Board of Directors none of the Directors isdisqualified as on 31st March 2017 from being appointed as a Director interms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refers to ourseparate report in "Annexure B":

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinionand to the best of our information and according to the explanations given to us :

1) the Company has no material impact of pending litigations on its financial positionin its financial statements

2) The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if anyon long-term contracts includingderivative contracts;

3) The Company has provided requisite disclosures in the financial statements asregards its holding and dealings in Specified Bank Notes as defined in the NotificationS.O. 3407(E) dated the 8th November 2016 of the Ministry of Finance duringthe period from 8th November 2016 to 30th December 2016; and suchdisclosures are in accordance with the books of accounts maintained by the Company (Noteno. 36).

For Samria & Co.

Chartered Accountants

Firm Registration No.: 109043W

S.R.Rathi

Partner

Membership No.: 112376

Mumbai May 30 2017

ANNEXURE A TO INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report (point no 1) to themembers of the

Company on the financial statements for the year ended March 31 2017

We report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) Fixed Assets have been physically verified by the management during the year and nomaterial discrepancies were identified on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year.

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company is maintaining proper records of inventory and no materialdiscrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) During the year the Company has granted Interest Free loans / advances to twoparties covered in the register maintained under Section 189 of the Companies Act 2013(the Act') to the extent of Rs. 4.74 Millions. The maximum amount involved duringthe year was Rs. 25.46 Millions and the yearend balance of loans granted to such partieswas Rs. 18.00 Millions & during the year the Company has granted Interest bearingloans / advances to one party covered in the register maintained under Section 189 of theCompanies Act 2013 (the Act') to the extent of Rs. 0.50 Millions. The maximumamount involved during the year was Rs. 168.29 Millions and the yearend balance of loangranted to such party wasRs. 168.29 Millions.

(b) There is no overdue amount of principal loans/advances and interest granted toCompanies firms or other parties listed in the register maintained under Section 189 ofthe Companies Act 2013.

(iv) In our opinion and according to the information and explanations given to usthere is an adequate internal control system commensurate with the size of the company andthe nature of its business for the purchases of inventory fixed assets and sales of goodsand service. During the course of our audit we have not observed any continuing failureto correct major weakness in the internal control system.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records underSection 148 of the Companies Act 2013 and are of the opinion that prima facie theprescribed accounts and records have been made and maintained.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including provident fund income taxsales tax wealth tax service tax duty of customs value added tax cess and othermaterial statutory dues pertaining to current year have generally been regularly depositedby the Company with the appropriate authorities. As explained to us the Company did nothave any dues on account of employees' state insurance and duty of excise. According tothe information and explanations given to us undisputed dues in respect of providentfund investor education and protection fund employees' state insurance income-taxservice tax sales-tax customs duty excise duty cess and other statutory dues whichwere outstanding at the yearend for a period of more than six months from the date theybecame payable and pertaining to previous years are as follows:

Name of the statute

Nature of the dues

Amount ( Rs. in Millions)

Period to which the amount relates

Due Date

Date of Payment

Professional Tax -MLWF

Professional Tax

0.94

2006-2011

Various dates

Not paid

Employees Provident Fund Act

Provident Fund

1.44

2009-2011

Various dates

Not paid

The above outstanding dues of PF and PT our being paid as per the sanctioned scheme ofBIFR.

(b) According to the record of the Company the dues outstanding of income-taxsales-tax wealth-tax service tax customs duty excise duty and cess on account of anydispute are as follows:

Name of the statute

Nature of dues

Amount (in Millions)

Period to which the amount relates

Forum where dispute is pending

Income Tax Act 1961

Interest u/s 234A/B/C & 220(2) of the act.

28.21

AY 1999-2000 and A.Y. 2000-01

Company has approached BIFR for waiver of total interest payable u/s 234A/B/C and 220(2) of the Act. In its sanctioned scheme BIFR has asked Income tax department to consider the said waiver.

Sales tax and MVAT

Sales Tax Dues

50.00

FY 2001-2006

Jt. Commissioner of sales tax (Appeal)

(c) According to the information and explanations given to us the amounts which wererequired to be transferred to the Investor Education and Protection Fund in accordancewith the relevant provisions of the Companies Act 2013 and rules there under hasbeenTransferred to such fund within time.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to a financial institution or bank.

(ix) In our opinion the term loans raised during the year have been applied for thepurpose for which they were raised.

(x) Based upon the audit procedures performed and information and explanations given tous we report that no material fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Companies Act 2013.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Therefore the provisions of clause 3(xii) of Companies(Auditor's Report) Order 2016 are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Section 177 and Section 188 of the Act where applicable and details ofsuch transactions have been disclosed in the standalone financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Therefore the provisions of clause 3(xiv) of Companies (Auditor's Report)Order 2016 are not applicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Therefore the provisions ofclause 3(xv) of Companies (Auditor's Report) Order 2016 are not applicable to theCompany.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For Samria & Co.

Chartered Accountants

Firm Registration No.: 109043W

S.R.Rathi

Partner

Mumbai May 30 2017

Membership No.: 112376

ANNEXURE-B TO INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section143 of the Companies Act 2013 (the Act')

We have audited internal financial controls over financial reporting of GANESHBENZOPLAST LIMITED ("the

Company") as of March 31 2017 in conjunction with our audit of the financialstatements of the Company for the year then ended on that date.

Management's Responsibility for the Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India (ICAI). These responsibilities includesdesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of businessincluding adherence to Company's policies the safeguarding of the assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditor's Responsibility

Our responsibility is to express an opinion on Company's internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (theGuidance Note') and the Standards on Auditing deemed to be prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controlsboth applicable to an audit of internal financial controls and both issued by the ICAI.Those Standards and Guidance Note require that we comply with ethical requirements andplan and perform audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedure to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal controls based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide a reasonable assurance regarding the reliability of financial reporting andpreparation of financial statements for external purpose in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that the transactions are recorded as necessary topermit preparation of financial statements in accordance with the generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial effect on the financial statements.

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial control over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material aspects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.